Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code: 57150
June 7, 2023
(Date of commencement of measures for electronic provision: June 1, 2023)
To our shareholders:Minoru Nakatogawa
President & Representative Director
Furukawa Co., Ltd.
6-4, Otemachi 2-chome, Chiyoda-ku, Tokyo
Notice of the 156th Annual Shareholders’ Meeting
The 156th Annual Shareholders’ Meeting of Furukawa Co., Ltd. (the “Company”) will be held as indicated below.
In convening this Annual Shareholders’ Meeting, the Company takes measures for electronic provision, and posts
this on each of the following websites as “Notice of the 156th Annual Shareholders’ Meeting” and “Other Matters
Subject to Measures for Electronic Provision for the 156th Annual Shareholders’ Meeting (Matters Excluded from
Delivered Paper-Based Documents).”
The Company’s website (in Japanese): https://www.furukawakk.co.jp/ir/stock/meeting_info.html
The following website is also available.
Tokyo Stock Exchange (TSE) website (in Japanese):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show
Access the TSE website by using the Internet address shown above, enter “Furukawa” in “Issue name (company
name)” or the Company’s securities code “5715” in “Code,” and click “Search.” Then, click “Basic information”
and select “Documents for public inspection/PR information.”
If you do not attend the Meeting, we kindly request that you exercise your voting rights after reviewing theReference Documents for Shareholders’ Meeting, either by returning the enclosed voting form indicating approvalor disapproval or by electronic means (via the Internet, etc.) to reach us no later than 5:00 p.m. on Wednesday,June 28, 2023 (JST).
1. Date and Time:
2. Venue:

Thursday, June 29, 2023, at 10:00 a.m. (JST) (Reception starts at 9:00 a.m.)
11th floor, Company’s Conference Room, Tokiwabashi Tower
6-4, Otemachi 2-chome, Chiyoda-ku, Tokyo

3. Purpose of the Meeting
Matters to be reported:
1. Business Report, Consolidated Financial Statements and the results of audits of the Consolidated Financial
Statements by the Accounting Auditor and the Audit & Supervisory Board for the 156th fiscal year (from
April 1, 2022 to March 31, 2023)
2. The Non-Consolidated Financial Statements for the 156th fiscal year (from April 1, 2022 to March 31,
2023)
Matters to be resolved:
Proposal No. 1

Appropriation of Surplus

Proposal No. 2

Election of Nine (9) Directors

Proposal No. 3

Election of Two (2) Audit & Supervisory Board Members-1-

Notice• In accordance with the provision of laws and regulations, and Article 14 of the Articles of Incorporation, ofmatters for which measures for electronic provision are to be taken, those listed below shall not be stated in the
documents delivered to shareholders.

1.

"Systems to ensure appropriateness of operations” and “Overview of the status of the systems
to ensure appropriateness of operations" in the Business Report
2. “Consolidated Statement of Changes in Net Assets” and “Notes” to Consolidated Financial
Statements
3. “Non-consolidated Statement of Changes in Net Assets” and “Notes” to Non-consolidated
Financial Statements
The matters are part of the documents included in the scope of audits by the Audit & Supervisory Board
Members and the Accounting Auditors when they create their respective audit reports.
• If revisions to the matters subject to measures for electronic provision arise, the details of the revisions will be
posted on the following Company’s website and the Tokyo Stock Exchange (TSE) website.
The Company’s website (in Japanese): https://www.furukawakk.co.jp/ir/stock/meeting_info.html
English language site is also available at the following address.
https://www.furukawakk.co.jp/en/ir/stock/meeting_info.html
TSE website (in Japanese)
https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show
On the date of the Annual Shareholders’ Meeting• The Company encourages shareholders to pay attention to their health condition on the date of the Annual
Shareholders’ Meeting in attending the Meeting in person.
• Holding and operation of the Annual Shareholders’ Meeting are subject to change. The Company will informyou in the event of such changes via the Company’s website.
• Corporate gifts will not be given at the venue.

-2-How to Exercise Voting Rights:
1. If you attend the Meeting• Please submit the voting form to the receptionist at the venue. (Seals are not required.)• For the purpose of saving resources, please bring this Notice with you to the Meeting.
• If you exercise your voting rights by proxy, you can delegate your voting rights to one (1) proxy who is ashareholder of the Company with voting rights. In such case, please have the proxy submit a document
evidencing the authority of proxy to the receptionist at the venue.
Date and Time of the Meeting: Thursday, June 29, 2023, at 10:00 a.m. (JST) (Reception starts at 9:00 a.m.)㻌
2. If you do not attend the Meeting• If you wish to exercise your voting rights by mail:Please indicate approval or disapproval on the enclosed voting form, and post it without affixing a stamp.
If you do not indicate for or against each of the items on the Voting Rights Exercise Form in exercising
your voting rights in writing, the Company will deem that you indicated your approval for the proposal.
Voting deadline: Please ensure that it reaches us by 5:00 p.m. on June 28, 2023 (Wednesday).㻌 㻌• If you wish to exercise your voting rights via the Internet:
Please access the voting website (https://www.web54.net) from your PC or smartphone, enter the voting
code and password indicated on the enclosed voting form, and then follow the instructions on the screen
for indicating approval or disapproval.
Voting deadline: Please ensure that you exercise your voting rights by 5:00 p.m. on June 28, 2023
(Wednesday).㻌
If your vote is cast both in writing and via the Internet, etc., the one via the Internet, etc. shall be deemedas the valid execution of your voting right. If you have cast your vote multiple times via the Internet, etc.,
the final vote cast shall prevail.
3. Electronic voting platform
Shareholders who have an account with a trust bank, etc. (include standing proxies) may use, in addition
to voting via the Internet, the electronic voting platform operated by ICJ, Inc. to exercise voting rights at
the Shareholders’ Meeting by applying in advance to use the platform.

-3-

Reference Documents for Shareholders’ Meeting
Proposal No. 1

Appropriation of Surplus

The Company proposes the following appropriation of retained earnings.
Year-end dividends
The Company shall seek to distribute stable and sustainable profits to shareholders in principle, while putting
priority on investments to realize sustainable growth and medium- to long-term corporate value enhancement of
the Company.
Taking into account such factors as the Company’s business results for the current fiscal year and future businessdevelopment, the Company proposes to appropriate retained earnings in the form of year-end dividends for the156th fiscal year as follows.
1. Type of dividend property
Cash
2. Allotment of dividend property and their aggregate amount¥50.00 per common share of the Company
Total dividends: ¥1,905,800,250
3. Effective date of dividends of surplus
June 30, 2023

-4-

Proposal No. 2
Election of Nine (9) Directors
The terms of office of all nine (9) Directors will expire at the conclusion of this Meeting. Therefore, we propose
the election of nine (9) Directors. Out of the nine (9) candidates for Directors, three (3) are Outside Directors,
each of whom satisfies “the requirements for the independence of Outside Directors / Outside Audit &Supervisory Board Members” as stipulated by the Company.
The candidates for Directors are as follows:

Candidate
No.

Name

Naohisa
Miyakawa
MinoruNakatogawa

TenureasDirector

Position and responsibility in the
Company

12 years

Chairperson & Representative Director

Attendanceat theBoard ofDirectors
meetings
100%(16/16)100%(16/16)1

Reelection

2

Reelection

3

Reelection

Masahiro Ogino

6 years

4

Reelection

Hiroyuki Sakai

4 years

5

Reelection

Tatsuki Nazuka

4 years

6

New
election

Koichiro Konno—

7

Reelection

Tatsuya Tejima

OutsideIndependent

6 years

Director

100%(16/16)8

Reelection

Yoichi Mukae

OutsideIndependent

4 years

Director

100%(16/16)9

Reelection

Kazumi Nishino

OutsideIndependent

4 years

Director93%(15/16)

4 years

President & Representative Director
Management of overall operations
Senior Managing Director and Senior
Managing Executive Officer
Assistant to President
Rock Drill Machinery Segment
Managing Director
Real Estate Business, Corporate
Planning Department, Sustainability
Promotion Department, Accounting
Department, Financial Department,
Human Resources & General Affairs
Department, Legal Department,
Information System Department,Internal Audit Department
Director and Managing Executive
Officer
General Manager, Technology Division
Electronics Segment, Chemicals
Segment, Technology Division
Associate Officer
General Manager, Corporate Planning
Department100%(16/16)100%(16/16)100%(16/16)—(Notes) 1. If the above proposal is approved at this Meeting, the Company will appoint Naohisa Miyakawa as Chairperson &Representative Director and Minoru Nakatogawa as President & Representative Director of the Company at the Boardof Directors meeting scheduled after the conclusion of this Meeting.
2. Tatsuya Tejima, Yoichi Mukae and Kazumi Nishino are candidates for Outside Directors. The Company registered themwith the Tokyo Stock Exchange as Independent Directors / Auditors stipulated by the

Tokyo Stock Exchange. If thereelection of them is approved, the Company will continue the registration of Tatsuya Tejima, Yoichi Mukae andKazumi Nishino as Independent Directors.
3. The Company has entered into an agreement with Tatsuya Tejima, Yoichi Mukae and Kazumi Nishino to limit their liability
for damages as specified in Article 423, paragraph 1 of the Companies Act in accordance with the provision of Article 427,
paragraph 1 of the same law. The liability for damages based on the said agreement shall be limited to the higher of either-5-

five (5) million yen or the minimum liability amount prescribed by the applicable law. If the reelection of Tatsuya Tajima,
Yoichi Mukae and Kazumi Nishino is approved, the Company plans to continue the said agreement with them.
4. The Company has entered into directors and officers liability insurance with an insurance firm based on the provisions ofArticle 430-3, paragraph 1 of the Companies Act. In case that a shareholder or a third party demands compensation fordamage, the Company will use this insurance to cover the damage, such as compensation for damage, litigation costs andother expenses that the insured may be liable for (however, excluding damage, etc. resulting from criminal or intentional
non-compliant acts). In the event that each candidate is elected and assumes the office of Director, they will become theinsured of this insurance policy. The Company plans to renew the insurance with the same terms and conditions when thetime of renewal comes.

-6-Candidate
No.

Name
(Date of birth)

Career summary and position and responsibility in the Company
Apr. 1975
June 2003
Mar. 2005
June 2007

Naohisa Miyakawa(March 25, 1952)(71 years old)

June 2009

Reelection

June 2011

June 2013
June 2021
1

Joined the Company
General Manager, Human Resources Department
General Manager, Human Resources & General
Affairs Department
Executive Officer, General Manager, Human
Resources & General Affairs Department, andGeneral Manager, Secretary Department
Executive Officer of the Company
President & Representative Director of Furukawa
Denshi Co., Ltd.
Director and Senior Executive Officer of theCompany
President & Representative Director of Furukawa
Denshi Co., Ltd.
President & Representative Director
Chairperson & Representative Director (current
position)

Number of theCompany’s
shares owned

48,886 shares*As of March 31,2023

Responsibility in the Company
Significant concurrent positions outside the Company
Not applicable
Tenure as Director: 12 years (at the conclusion of this Meeting)Attendance at the Board of Directors meetings: 16/16 (100%)
Reasons for nomination as candidate for Director
Serving as President & Representative Director of the Company for eight (8) years since June 2013, Naohisa
Miyakawa formulated the Vision for 2025 “FURUKAWA Power & Passion 150” and promoted management
reforms, thereby demonstrating strong leadership. After taking office as Chairperson & Representative Directorof the Company, he is in charge of the management of the Company based on his extensive experience and insight,
etc. We propose his reelection as Director because we believe it is necessary to continue applying his experienceand knowledge to the management of the Company to enhance the corporate value and achieve sustainablegrowth.
Other special notes to candidate for Director● There is no special interest between Naohisa Miyakawa and the Company.
● The described number of shares held by Naohisa Miyakawa includes shares he holds under the Company’s
Officer Stock Holding Association.

-7-

Candidate
No.

Name
(Date of birth)

Career summary and position and responsibility in the Company
Apr. 1983
June 2011
June 2016
Oct. 2016
June 2017

MinoruNakatogawa(August 21, 1959)(63 years old)

June 2018

June 2019
Reelection
June 2020

2

June 2021

Joined the Company
Director of Furukawa UNIC Corporation
Managing Director of Furukawa UNIC Corporation
General Manager in charge of HR Strategy, Human
Resources & General Affairs Department
Executive Officer of the Company
Executive Vice President & Director of Furukawa
UNIC Corporation (In charge of Promotion of Midterm Business Plan)
Executive Officer of the Company
President & Representative Director of Furukawa
UNIC Corporation
Director and Senior Executive Officer of theCompany
President & Representative Director of Furukawa
UNIC Corporation
Director and Managing Executive Officer of theCompany
President & Representative Director of Furukawa
UNIC Corporation
President & Representative Director (current
position)

Number of theCompany’s
shares owned

17,232 shares*As of March 31,2023

Responsibility in the Company
Management of overall operations
Significant concurrent positions outside the Company
Not applicable
Tenure as Director: 4 years (at the conclusion of this Meeting)Attendance at the Board of Directors meetings: 16/16 (100%)
Reasons for nomination as candidate for Director
Minoru Nakatogawa has many years of experience in legal affairs and public & investor relations work, andserved as President & Representative Director of Furukawa UNIC Corporation. After taking office as President& Representative Director of the Company in June 2021, he has demonstrated his leadership cultivated in the
management of Group Companies and led the management of the Company. We propose his reelection as Director
because we believe it is necessary to continue applying his extensive experience and leadership to the
management of the Company in order for the Company to realize the Vision for 2025 “FURUKAWA Power &Passion 150.”
Other special notes to candidate for Director● There is no special interest between Minoru Nakatogawa and the Company.
● The described number of shares held by Minoru Nakatogawa includes shares he holds under the Company’s
Officer Stock Holding Association.

-8-

Candidate
No.

Name
(Date of birth)

Career summary and position and responsibility in the Company
Apr. 1982
Mar. 2005
Jan. 2012
June 2013

Masahiro Ogino(September 4,
1958)(64 years old)

June 2015

Reelection

June 2019

June 2017

June 2021

3

Joined the Company
Director of Furukawa Metals & Resources Co., Ltd.
General Manager, Financial Department
President & Representative Director of Furukawa
Metals & Resources Co., Ltd.
Executive Officer of the Company
President & Representative Director of Furukawa
Metals & Resources Co., Ltd.
Director, Senior Executive Officer, and General
Manager, Corporate Planning Department
Director, Managing Executive Officer, and General
Manager, Corporate Planning Department
Senior Managing Director and Senior Managing
Executive Officer of the Company (current position)
President & Representative Director of Furukawa
Rock Drill Co., Ltd. (current position)

Number of theCompany’s
shares owned

16,316 shares*As of March 31,2023

Responsibility in the Company
Assistant to President, Rock Drill Machinery Segment
Significant concurrent positions outside the Company
President & Representative Director of Furukawa Rock Drill Co., Ltd.
Tenure as Director: 6 years (at the conclusion of this Meeting)Attendance at the Board of Directors meetings: 16/16 (100%)
Reasons for nomination as candidate for Director
Masahiro Ogino has extensive experience and a track record in the Materials Business and was also involved in
the management strategy of the entire Group as General Manager of the Corporate Planning Department, thereby
contributing to strengthening the management structure. He has demonstrated his leadership after assuming thepost of President & Representative Director of Furukawa Rock Drill Co., Ltd. in June 2021 and led the Rock Drill
Machinery Segment. We propose his reelection as Director because we believe it is necessary to continue applying
his extensive experience and execution capabilities to the management of the Company to enhance the corporate
value and achieve sustainable growth.
Other special notes to candidate for Director● There is no special interest between Masahiro Ogino and the Company.
● The described number of shares held by Masahiro Ogino includes shares he holds under the Company’s Officer
Stock Holding Association.

-9-

Candidate
No.

Name
(Date of birth)

Hiroyuki Sakai(January 14, 1960)(63 years old)

Career summary and position and responsibility in the Company
Apr. 1982
June 2011
June 2013
June 2015
June 2017
June 2019

Reelection
June 2021

4

Joined the Company
Director of Furukawa Rock Drill Co., Ltd.
General Manager, Financial Department
General Manager, Accounting Department andGeneral Manager, Financial Department
Executive Officer and General Manager, Business
Process Re-engineering Department
Director and Senior Executive Officer, General
Manager, Business Process Re-engineering
Department
Director and Senior Executive Officer, General
Manager, Corporate Planning Department
Managing Director (current position)

Number of theCompany’s
shares owned

12,878 shares*As of March 31,
2023

June 2022
Responsibility in the Company
Real Estate Business, Corporate Planning Department, Sustainability Promotion Department, Accounting
Department, Financial Department, Human Resources & General Affairs Department, Legal Department,
Information System Department, Internal Audit Department
Significant concurrent positions outside the Company
Not applicable
Tenure as Director: 4 years (at the conclusion of this Meeting)Attendance at the Board of Directors meetings: 16/16 (100%)
Reasons for nomination as candidate for Director
Hiroyuki Sakai has held important positions at the Company and the Group Company, possessing a wide rangeof experience and knowledge in the administrative field as well as in the finance and accounting field. He has
contributed to standardization of work, improvement of work efficiency, enhancement of productivity, and the
re-building of business processes in the Group as General Manager, Business Process Re-engineering
Department, and has also led the real estate business, thereby helping to improve a wide range of management
issues. We propose his reelection as Director because we believe it is necessary to continue applying his extensive
experience and knowledge to the management of the Company to enhance the corporate value and achievesustainable growth.
Other special notes to candidate for Director● There is no special interest between Hiroyuki Sakai and the Company.
● The described number of shares held by Hiroyuki Sakai includes shares he holds under the Company’s Officer
Stock Holding Association.

- 10 -

Candidate
No.

Name
(Date of birth)

Career summary and position and responsibility in the Company
Apr. 1981
June 2009
June 2011
Dec. 2014

June 2015

June 2017

Oct. 2017
July 2018
Tatsuki Nazuka(May 10, 1958)(65 years old)

Apr. 2019

Reelection
June 20195

Aug. 2019

Apr. 2020
Oct. 2020

June 2022

Joined the Company
Director of Furukawa Industrial Machinery Systems
Co., Ltd.
General Manager, Techno-Research Laboratory,
R&D Division of the Company
Deputy General Manager, Development Division
and Deputy General Manager, Tsukuba Development
CenterExecutive Officer, Deputy General Manager,
Development Division, and General Manager,
Tsukuba Development Center
Executive Officer and General Manager,
Development Division, General Manager, Tsukuba
Development Center
Executive Officer and General Manager, Technology
Division
Executive Officer, General Manager, Technology
Division, and General Manager, Technological
Strategy Department
Executive Officer, General Manager, Technology
Division, General Manager, Technological Strategy
Department, and General Manager, N Project
Department of the Company
President & Representative Director of Furukawa
Scintitech Corporation
Director and Senior Executive Officer, General
Manager, Technology Division, and General
Manager, N Project Department of the Company
President & Representative Director of Furukawa
Scintitech Corporation
Director and Senior Executive Officer, General
Manager, Technology Division, and General
Manager, N Project Department
Director and Senior Executive Officer, General
Manager, Technology Division
Director and Senior Executive Officer, General
Manager, Technology Division, and General
Manager, Quality Assurance Management
Department
Director and Managing Executive Officer, General
Manager, Technology Division (current position)

Number of theCompany’s
shares owned

11,306 shares*As of March 31,2023

Responsibility in the Company
Electronics Segment, Chemicals Segment, Technology Division
Significant concurrent positions outside the Company
Not applicable
Tenure as Director: 4 years (at the conclusion of this Meeting)Attendance at the Board of Directors meetings: 16/16 (100%)
Reasons for nomination as candidate for Director
Tatsuki Nazuka has been working in the Technology Division for many years, possessing expert knowledge anda track record concerning engineering and development. He has promoted the improvement of technologicalstrategy and technological development in the Company and the Group Companies as General Manager,
Technology Division, while leading the Materials Business as Director of the Company, thereby contributing toenhancing the corporate value. We propose his reelection as Director because we believe it is necessary tocontinue applying his highly specialized knowledge and experience to the management of the Company toenhance the corporate value and achieve sustainable growth.
Other special notes to candidate for Director● There is no special interest between Tatsuki Nazuka and the Company.
● The described number of shares held by Tatsuki Nazuka includes shares he holds under the Company’s Officer
Stock Holding Association.

- 11 -

Candidate
No.

Name
(Date of birth)

Apr. 1985
June 2017
June 2021

Number of theCompany’s
shares owned

Joined the Company
General Manager, Financial Department
1,719 shares
Associate Officer, General Manager, Financial*As of March 31,
Department
2023
June 2022
Associate Officer, General Manager, Corporate
New election
Planning Department (current position)
Significant concurrent positions outside the Company
Not applicable
Tenure as Director: —Attendance at the Board of Directors meetings: —Reasons for nomination as candidate for Director
Since joining the Company, Koichiro Konno has gained extensive knowledge and experience through serving in
Accounting and Financial Departments for many years. After assuming the post of General Manager of the
Corporate Planning Department in June 2022, he has been involved in management strategies of the Group as awhole, helping to strengthen management capacity. We propose his election as Director because we believe it isnecessary to apply his extensive experience and execution capabilities to the management of the Company topromote the Group’s growth strategy and enhance the corporate value.
Other special notes to candidate for Director● There is no special interest between Koichiro Konno and the Company.
● The described number of shares held by Koichiro Konno includes shares he holds under the name of Akanekai,
the Company’s Employee Stock Holding Association.
Koichiro Konno(January 13, 1963)(60 years old)

6

Career summary and position and responsibility in the Company- 12 -

Candidate
No.

Name
(Date of birth)

Career summary and position and responsibility in the Company
Apr. 1969
June 1999
June 2000
Jan. 2002
June 2002

7

Number of theCompany’s
shares owned

Joined Toho Zinc Co., Ltd.
Director of Toho Zinc Co., Ltd.
Executive Officer of Toho Zinc Co., Ltd.
Managing Executive Officer of Toho Zinc Co., Ltd.
Managing Director and Managing Executive Officerof Toho Zinc Co., Ltd.
Tatsuya TejimaJune 2003
Representative Director and Managing Director, and(July 12, 1946)
Managing Executive Officer of Toho Zinc Co., Ltd.
(76 years old)
7,786 shares
June 2005
Representative Director and Senior Managing
Director, and Senior Managing Executive Officer of*As of March 31,
Toho Zinc Co., Ltd.
Reelection
2023
June
2006
Representative Director and President, and COO of
OutsideToho Zinc Co., Ltd.
Independent
June 2008
Representative Director and President of Toho Zinc
Co., Ltd.
June 2017
Advisor of Toho Zinc Co., Ltd. (current position)
Director of the Company (current position)
June 2018
Outside Director of Hanwa Co., Ltd. (current
position)
Significant concurrent positions outside the Company
Advisor of Toho Zinc Co., Ltd.
Outside Director of Hanwa Co., Ltd.
Tenure as Outside Director: 6 years (at the conclusion of this Meeting)Attendance at the Board of Directors meetings: 16/16 (100%)
Reason for nomination as candidate for Outside Director and expected role
Tatsuya Tejima has been engaged in corporate management over many years and has rich experience in overseas
business. He has provided useful advice on the management of the Company and appropriate supervision overbusiness execution from an objective perspective that is also independent from the management, leveraging his
sufficient track record and extensive knowledge as a manager. We propose his reelection as Outside Director
because we believe he will be able to continue providing useful advice on and appropriate supervision over the
management of the Company.
Other special notes to candidate for Outside Director● Tatsuya Tejima is an Advisor of Toho Zinc Co., Ltd., with which the Company and the Group Companies areengaged in a transactional relationship of trading in sulfuric acid; however, these transactions consist of lessthan 1% of the respective sales of the Company and the Group Companies and Toho Zinc Co., Ltd. in this fiscal
year, and so they have no significance that would affect his independence as Outside Director. He will retire
from the position of Advisor of the company in June 2023.
● The described number of shares held by Tatsuya Tejima includes shares he holds under the Company’s Officer
Stock Holding Association.

- 13 -

Candidate
No.

Name
(Date of birth)

Career summary and position and responsibility in the Company
Apr. 1975

8

Number of theCompany’s
shares owned

Joined Ministry of International Trade and Industry(current Ministry of Economy, Trade and Industry)
June 2004
Director-General for Commerce and Distribution
Policy, Minister’s Secretariat of Ministry of
Economy, Trade and Industry (retired on July 2006)
Aug. 2006
Managing Director of The Shoko Chukin Bank, Ltd.
(retired on July 2008)
Aug. 2008
Advisor of The Kansai Electric Power Company,
Incorporated
June 2009Managing Director of The Kansai Electric Power
Company, Incorporated
June 2013
Director, Managing Executive Officer of The Kansai
Yoichi Mukae
Electric Power Company, Incorporated (retired on(August 9, 1951)
June 2015)(71 years old)
10,466 shares
June 2015
President & Representative Director of The Kanden*As of March 31,
L&A Company, Limited
President & Representative Director of KANDEN
Reelection
2023
EL AUTO SYSTEM Co., Ltd.
OutsideJune 2019
President & Representative Director of The Kanden
Independent
L&A Company, Limited
President & Representative Director of KANDEN
EL AUTO SYSTEM Co., Ltd.
Director of the Company (current position)
June 2020
Senior Adviser of The Kanden L&A Company,
LimitedPresident of GS1 Japan
Representative Director of Research Institute of
Economy, Trade and Industry
June 2021
President of GS1 Japan (current position)
Representative Director of Research Institute of
Economy, Trade and Industry (current position)
Significant concurrent positions outside the Company
President of GS1 Japan
Representative Director of Research Institute of Economy, Trade and Industry
Tenure as Outside Director: 4 years (at the conclusion of this Meeting)Attendance at the Board of Directors meetings: 16/16 (100%)
Reason for nomination as candidate for Outside Director and expected role
Yoichi Mukae has wide range of experience and knowledge after assuming a series of key positions in the
Ministry of Economy, Trade and Industry and after retiring from governmental offices, being involved in the
management of private companies. Additionally, he is a man of character and good judgement, and he has
provided useful advice on the management of the Company and appropriate supervision over business execution
from an objective perspective that is also independent from the management. Therefore, we propose his reelection
as Outside Director because we believe he will be able to continue providing useful advice on and appropriate
supervision over the management of the Company.
Other special notes to candidate for Outside Director● Yoichi Mukae is the Representative Director of Research Institute of Economy, Trade and Industry (RIETI),with which the Company and the Group Companies are engaged in a transactional relationship of purchasing
periodical publications issued by RIETI. However, these transactions consist of less than 1% of the respective
sales of the Company and the Group Companies and RIETI in this fiscal year, and so they have no significancethat would affect his independence as an Outside Director.
● The described number of shares held by Yoichi Mukae includes shares he holds under the Company’s Officer
Stock Holding Association.

- 14 -

Candidate
No.

Name
(Date of birth)

Career summary and position and responsibility in the Company
Apr. 1992

9

Number of theCompany’s
shares owned

Joined Fuji Photo Film Co., Ltd. (current FUJIFILM
Holdings Corporation) (retired on March 1996)
Apr. 2006
Associate Professor, Department of Management of
Science & Technology, Graduate School ofManagement of Science & Technology (current
Department of Management of Technology,
Graduate School of Management) of Tokyo
University of Science
Apr. 2017
Associate Professor, Graduate School of Commerceand Management of Hitotsubashi University
June 2019
Associate Professor, Graduate School of Business
Kazumi Nishino
Administration of Hitotsubashi University(June 9, 1968)
Outside Director of Orient Corporation(54 years old)
6,945 shares
Director of the Company*Asof March 31,
Dec. 2019
Associate Professor, Graduate School of Business
Reelection
2023
Administration of Hitotsubashi University
OutsideOutside Director of Orient Corporation
External Board Director of MiRTeL Co., Ltd.
Independent
Director of the Company
Dec. 2021
Associate Professor, Graduate School of Business
Administration of Hitotsubashi University
Outside Director of Orient Corporation (current
position)
Director of the Company (current position)
Apr. 2022
Professor, Graduate School of Business
Administration of Hitotsubashi University (current
position)
June 2022
External Director of Makino Milling Machine Co.,
Ltd. (current position)
Significant concurrent positions outside the Company
Professor, Graduate School of Business Administration of Hitotsubashi University
Outside Director of Orient Corporation
External Director of Makino Milling Machine Co., Ltd.
Tenure as Outside Director: 4 years (at the conclusion of this Meeting)Attendance at the Board of Directors meetings: 15/16 (93%)
Reason for nomination as candidate for Outside Director and expected role
Kazumi Nishino is a Professor at the Graduate School of Hitotsubashi University, and her fields of study centeron theory of management strategy. She has expert knowledge of and practical study accomplishments in businessmodel analysis, the logics of new business creation and product development management in particular. Basedon this, she has provided useful advice on the management of the Company and appropriate supervision overbusiness execution from objective, professional, and diverse perspectives that are also independent from the
management. We propose her reelection as Outside Director because we believe she will be able to continue
providing useful advice on and appropriate supervision over the management of the Company.
Although she does not have direct experience in corporate management, she is deemed capable of appropriately
performing her duties as Outside Director on the aforementioned grounds.
Other special notes to candidate for Outside Director● There is no special interest between Kazumi Nishino and the Company.
● The described number of shares held by Kazumi Nishino includes shares she holds under the Company’s
Officer Stock Holding Association.

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[Reference]: Directors' Expertise and Experience (Skills Matrix)
If Proposal No. 2 is approved as originally proposed, the Directors’ Skills Matrix will be as follows.

Corporate
management

Businessstrategies/
MarketingNaohisa Miyakawa●●

Minoru Nakatogawa

●

●

Name

Independence

Masahiro Ogino

Technology
Finance/development/
Accounting
IT

Legal affairs/
HR/Internationality
HR
Riskmanagement development

●
●

●

●

●

●

Hiroyuki Sakai●

Tatsuki Nazuka●

Koichiro Konno●●

Tatsuya Tejima★

●

Yoichi Mukae★

●

Kazumi Nishino

★

●
●
●

●

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Proposal No. 3
Election of Two (2) Audit & Supervisory Board Members
The terms of office of Audit Supervisory Board Members Minoru Iwata and Tetsuro Ueno will expire at theconclusion of this Meeting. Therefore, we propose the election of two (2) Audit & Supervisory Board Members(of which one (1) is an Outside Audit & Supervisory Board Member).
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidates for Audit & Supervisory Board Members are as follows:(Note) The Company has entered into directors and officers liability insurance with an insurance firm based on the provisions ofArticle 430-3, paragraph 1 of the Companies Act. In case that a shareholder or a third party demands compensation for damage,
the Company will use this insurance to cover the damage, such as compensation for damage, litigation costs and other expenses
that the insured may be liable for (however, excluding damage, etc. resulting from criminal or intentional non-compliant acts).
In the event that each candidate is elected and assumes the office of Audit & Supervisory Board Member, they will become
the insured of this insurance policy. The Company plans to renew the insurance with the same terms and conditions when thetime of renewal comes.

Candidate
No.

Name(Date of birth)
Akira Mikage(May 13, 1961)(62 years old)

1

Career summary and position in the Company
Apr. 1984
June 2017
June 2020

Joined the Company
General Manager, Accounting Department
Associate Officer, General Manager, Accounting
Department (current position)

Number of theCompany’s
shares owned
3,500 shares*As of March 31,2023

New election
Significant concurrent positions outside the Company
Not applicable
Tenure as Audit & Supervisory Board Member: —Attendance at the Audit & Supervisory Board meetings: —Attendance at the Board of Directors meetings: —Reasons for nomination as candidate for Audit & Supervisory Board Member
Akira Mikage has been working in the Accounting Department for many years since he joined the Company.
Accordingly, he has considerable financial and accounting knowledge and extensive experience. Therefore, we
propose his election as Audit & Supervisory Board Member because we believe that he is a person who will beable to provide effective and appropriate audits.
Other special notes to candidate for Audit & Supervisory Board Member● There is no special interest between Akira Mikage and the Company.
● The described number of shares held by Akira Mikage includes shares he holds under the name of Akanekai,
the Company’s Employee Stock Holding Association.

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Candidate
No.

Name
(Date of birth)

Career summary and position in the Company
Aril 1980

2

Number of theCompany’s
shares owned

Joined The Dai-ichi Kangyo Bank Limited (currently
Mizuho Bank, Ltd.)
Apr. 2007
Executive Officer and General Manager of Head
Office of Mizuho Bank, Ltd.
Apr. 2009Managing Executive Officer of Mizuho Bank, Ltd.
Masatoshi Yano
Apr.
2011
Deputy President of Mizuho Bank, Ltd.
(August 3, 1956)
June
2013
Representative Director and Vice President of Chuo
(66 years old)
Fudosan Co., Ltd. (currently Chuo-Nittochi Co.,—Ltd.)
New election
June 2015
President and Representative Director of Chuo
OutsideFudosan Co., Ltd.
Independent
June 2018
President and Representative Director of Seiwa
Building Co., Ltd. (current position)
June 2019
Outside Audit & Supervisory Board Member of
Seiko Holdings Co., Ltd. (currently Seiko Group
Co., Ltd.) (current position)
Significant concurrent positions outside the Company
President and Representative Director of Seiwa Building Co., Ltd.
Outside Audit & Supervisory Board Member of Seiko Group Co., Ltd.
Tenure as Audit & Supervisory Board Member: —Attendance at the Audit & Supervisory Board meetings: —Attendance at the Board of Directors meetings: —Reasons for nomination as candidate for Outside Audit & Supervisory Board Member
Masatoshi Yano has been engaged in corporate management of financial institutions, etc. and has a track record
as Outside Audit & Supervisory Board Member of other companies, along with extensive experience and a wide
range of knowledge as a corporate manager. Therefore, we propose his election as Outside Audit & Supervisory
Board Member because we believe that he will be able to provide objective and effective audits from a standpoint
independent from the Company’s management.
Other special notes to candidate for Outside Audit & Supervisory Board Member● Masatoshi Yano is President and Representative Director of Seiwa Building Co., Ltd. Seiwa Building Co., Ltd.
owns 1,935,000 shares in the Company’s stock (ownership of 5.07%). Whereas the Company engages intransactions with Seiwa Building co., Ltd. which involves leasing a building owned by the company, thecorresponding value of that business accounts for less than 1% of net sales of both parties respectively, and theCompany has determined that this is not something that affects the independence of outside Audit &Supervisory Board Members. He will be appointed Special Advisor of the company after retiring from theposition of President and Representative Director in June 2023.
● Masatoshi Yano is candidate for an Outside Audit & Supervisory Board Member. He satisfies “the requirements
for the independence of Outside Directors / Outside Audit & Supervisory Board Members” as stipulated by theCompany. Moreover, he satisfies the requirements for independent officers as provided for by the Tokyo Stock
Exchange. If the election of Masatoshi Yano is approved, the Company will designate him as an independent
officer with such exchange.
● The Company has entered into an agreement with Outside Audit & Supervisory Board Members to limit their
liability for damages as specified in Article 423, paragraph 1 of the Companies Act in accordance with theprovision of Article 427, paragraph 1 of the same law. The liability for damages based on the said agreement
shall be limited to the higher of either five (5) million yen or the minimum liability amount prescribed by theapplicable law. If the election of Masatoshi Yano, the candidate for Outside Audit & Supervisory Board
Member, is approved, the Company plans to enter into the same agreement with him.

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